Jaywalk
by caffeinatedlackey
Summary: After Nerissa's fall, Will and the Guardians are grateful for the break. When Yan Lin calls them to the Silver Dragon, Will's life changes completely. The other girls' lives aren't set in stone either. All will have to overcome new challenges and changes.
1. Chapter 1

Thanks for clicking! Jaywalk is my first W.I.T.C.H. fanfiction. I have not seen every episode, so there may be some discrepancies. If you find any, please point them out so I can fix them.

This will be a multi-chapter story. At this point, I have no idea how long it will end up being. I will try to make each chapter fairly long. I don't have an updating schedule set at this point, but I do know that updates will be few and far between.

Remember that the story is rated T for a reason. I have no plans to change the rating, but if it becomes necessary I will change it to M.

Thanks, and enjoy the story!

Disclaimer: I don't claim ownership of the characters or story of W.I.T.C.H. If I did, they wouldn't have cancelled the show.

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**Chapter One**

It seemed things had settled down at last. Nerissa was trapped in Elyon's necklace, Phobos and Cedric were under lock and key once again, and the Guardians had more support than ever. Unlike after Phobos's first fall, the five girls felt secure in their power – a bit of what might be called arrogance – and were sure that they would be called to do nothing more than visit Meridian once in a while.

For a week, an entire blissful week, the five girls were left to do as they pleased, namely spending time with or pursuing their respective love interests.

Tuesday, eight days after Cedric's fall. The girls had endured a particularly exhausting day of midterm review in all their classes.

Hay Lin, of all of them, was most surprised when Yan Lin approached the girls as they were exiting Sheffield Institute.

"Hey Grandma, you need help cleaning the kitchen or something?" Her voice was cheerful as usual, but Will thought it was a bit strained. She hoped Yan Lin's harried look was only the result of a stressful day serving noodles.

But, as per what they had come to expect as the usual, she came bearing news none of them wanted to hear.

"Girls!" She paused to cough; apparently the frosty weather didn't agree with her. "I need you to come with me to the Silver Dragon. I have something for you, Will." Yan Lin smiled mysteriously and herded them into the back of her van.

"Does this stuff _ever_ end?" Cornelia groaned. Taranee gave Will a confused glance. She shrugged, as puzzled as everyone else.

"Is it bad, Grandma?" Hay Lin voiced Will's thoughts for her as they sped down the road.

But, unlike the "You'll see when we get there" she thought they would get, her grandmother began her explanation right away.

"First of all, I'm sorry that this hasn't happened sooner, Will. We've been looking for one to give you since I first gave you the Heart, but didn't find one until now. One of my contacts in Spain found one just a few days ago and offered him to you."

That didn't clear anything up for Will. Even more confused, she opened her mouth, but Yan Lin cut her off.

"Sorry, sorry. I know I'm explaining things wrong." She coughed again, and when she caught her breath began again.

"The Guardians traditionally keep companions. Familiars, if you will. Will, because you are the keeper of the Heart of Kandrakar, this first familiar will go to you." As she settled herself into teaching mode, the girls exchanged semi-excited glances. Will looked wary at the mention of her title. Mr. Snuggles hadn't worked out, and this "companion" sounded like trouble.

"A familiar like Napoleon?" Cornelia asked, clutching her hair as the van went over a bump.

"Lillian is a unique case, this is entirely different. Will's companion's job is to protect her and the Heart." She paused. "A shapeshifter has always filled the role."

Now Will was alarmed. The only shapeshifters they knew of – Cedric and Miranda – were not people she wanted hanging around her house. From the expressions of the other girls, they remembered the conniving pair as well.

"Whoa, hang on a second." Will spoke up for the first time. "This shapeshifter isn't, uh, _evil_, right?" The words sounded faintly ridiculous spoken aloud.

Yan Lin gave a little laugh. "Of course not. Your familiar is no more evil than you or me."

"Oh, well, I guess that's good." Will said sheepishly.

They had arrived at the restaurant. The little shop was bustling with customers, though Will couldn't see how. Yan Lin had been in the school cafeteria all day – how could she have cooked for all these people? But the question was answered for her when Mira Lin waved at them from around the kitchen door.

The girls followed Yan Lin down to the dank basement.

"Is Caleb here too?" Cornelia was the first to step off the stairs. When Yan Lin didn't answer, she peered around the room. Will couldn't see anyone there. Cornelia visibly wilted.

"So, where is this shapeshifter?" Will said nervously as Cornelia sat herself on the cot with a "hmph" and started to finger-comb her hair.

_Right here_, a voice said.

Will gasped and whirled around. Nobody was there.

"What's up?" Irma asked, but then she, Cornelia, and Hay Lin gave little screams themselves. Taranee was the only one who didn't start at the voice.

"My telepathy let me hear him in your head," she said in explanation. All five girls were now scanning the ground.

"He can't speak when not in human form. Instead, he communicates telepathically." Yan Lin explained.

"Where _is_ he?" Will was a little angry at this shapeshifter now. Was he taunting them?

Yan Lin reached into the sleeve of her robe and drew out a dirty ball of fur. The thing looked sick – its eyes were cloudy, its fur was filthy and matted. Will, horrified, drew closer. The thing twitched its ears, and she saw that it was a tiny rabbit.

"A cute little bunny!" Hay Lin said behind her. Will was faintly shocked. This thing was going to be her familiar?

"This species of shapeshifter draws its power from the nearest Heart. Once bound to you, he will be able to shift without doing any harm to himself." The rabbit looked up and met Will's eyes and her heart melted.

"What's his name?" she asked, hesitantly reaching out a hand to stroke its fur.

"He doesn't have one yet. You have to name him, Will." She froze, caught off-guard.

"Oh, name him Whiskers!" Hay Lin said. Instantly the other girls started throwing her suggestions.

"Alexander," Taranee said immediately, then added, "for Alexander the Great."

"Carrot," from, of course, Irma.

"Jeffrey," Cornelia said. They all stared at her. "What, you don't like the name?" She said reproachfully.

"I thought you would have her name him after Caleb," Irma said, her voice only mildly teasing.

"I don't suppose you'd like Fluffy, huh?" Will said to the rabbit in an attempt at a joke.

_Whatever you wish, Mistress_, the voice said, sounding distinctly masculine now.

"Don't call me Mistress," she said sharply. The word was a potent reminder of when Nerissa forced Matt to call her that very name. By the strange look Cornelia was giving her, they hadn't heard the voice.

"Um, how old is he?" She asked, mind frantically searching for a name that fit the voice's purring bass. Jack? Adrian? Kevin? Bruce?

"In human years, just a few years older than you. About seventeen." Yan Lin handed her the rabbit.

He was small enough to hold in one hand. She ran a finger through his fur thoughtfully. The rabbit shivered in what she hoped was pleasure.

Seth.

The name popped into her head unexpectedly. She turned it over, and it seemed to fit.

_Seth? Do you like Seth?_ She thought loudly, hoping he would hear. But no purr answered her, so she repeated her question aloud.

"Oh, that's a great name!" Hay Lin exclaimed. The others nodded agreement.

"Then I'll call you Seth," Will smiled and held the little ball of fur close. Taranee gasped. Panicked, Will looked down at the rabbit.

Seth's coat was no longer matted, but sleek and shiny. She could see the true color of the fur now, a silvery grey. His nose was cheerfully pink, eyes bright and clear.

"Oh!" Will leaned down and gave his nose a little peck.

"Looks like Matt's got some competition!" Irma said in a stage whisper. Will blushed and shook off the comment.

"Once you bind him to yourself, Will, he will have to obey your every command. Know that even as he protects you, you will be responsible for his safety," Yan Lin warned.

But Will's heart was already made up.

"What do I have to do?" She said firmly, snuggling the rabbit close.

"Let him touch the Heart and he's yours," Yan Lin said as Will drew out the chain from under her shirt. The rabbit's eyes fixed on the glowing pink sphere. He looked up questioningly.

"Go ahead," she whispered. The rabbit reached out a tiny paw and gently placed it on the Heart.

Will gasped. It was as if a door had been unlocked inside her. Will felt a feeling of warmth and closeness. She reached toward it and realized it was Seth's presence.

_Thank you_, Seth said, his voice embracing.

"No need to thank me," she whispered.

"He will need to live with you," Yan Lin interrupted the private conversation. Will's head jerked up.

"Your boy will love that," Irma said. Cornelia smiled wickedly.

"Why?" Will asked without thinking.

"How else could he do his job?" Yan Lin said, sounding amused.

"Oh, well, I guess that's okay," Will said hesitantly. It had just occurred to her that a little rabbit wouldn't be much protection.

Taranee voiced the thought for her. "Is the rabbit Seth's only other form?"

_I should be able to shift into any animal, now that I am bonded to the Heart_, Seth answered, hopping from Will's hand to the cot. He closed his eyes, and in a second an enormous tiger sprawled across the sheets.

Hay Lin screamed, though in fear or excitement Will couldn't tell. Yan Lin took a step back, but her face didn't show any fear. Cornelia, Taranee, and Irma backed away as Seth yawned, baring huge fangs.

A feeling of amusement trickled through the new space in Will's mind. She found herself grinning. The smile vanished with the reproachful look Cornelia gave her.

"Will!" Cornelia said, her voice a whine. "Make it go back!"

"Seth, could you turn back?" She asked hesitantly, half expecting the huge cat to roll over and ignore her. But in an eyeblink the tiny bunny was back, seemingly jumping up and down. The mattress was bouncing from the sudden disappearance of four hundred pounds.

_Did I scare your friends?_ Seth asked with a touch of malice. Will glanced at Cornelia, and she was still complaining about being taken by surprise, so Will assumed she hadn't heard him.

"Did you mean to scare them?" She asked instead of answering.

_Yes_.

Will blinked. He admitted it that easily? She had expected an elusive "maybe."

She felt more than heard his sigh.

_I can't lie to you_. He explained, in a tone that said she should already know.

"Another one of those 'familiar' things?" She asked, letting her breath out in an exasperated wheeze. Hay Lin gave her a curious look.

"Just... getting used to Seth being in my head," Will said quickly.

Hay Lin cocked her head to the side, confused, but didn't say anything.

"Can we leave now? I've got a mountain of homework to finish before tomorrow." Cornelia said loudly.

"Cornelia's right. You girls should go now." Yan Lin said, motioning them toward the door.

"Wait, hold on." Will said, scooping up the rabbit. "Seth can't live with me as a rabbit! My mom hates them!" She gestured wildly. A squeak from Seth reminded her that she still held him and she stopped to stroke the trembling ball of fur.

_Does she hate coyotes?_ Seth asked, and suddenly she was holding a large mangy dog. She dropped him from the surprise and sudden weight. He landed on his feet with grace and ignored her stammered apology.

"I don't think it's legal to keep coyotes as pets in Heatherfield," Taranee said, with an expression that clearly said she would look it up as soon as she got home.

"Yeah, sorry Seth." Will willed her heart to beat at a more normal pace. "But dogs are good." She remembered her mom telling her about the Scottie she'd loved as a kid.

_I can't protect you as a dog,_ Seth said, settling himself on his haunches and giving her an irritated glare.

"I think that's the best we can do," Will said. She crossed her arms and leveled her eyes with his in an even stare.

"Even Guardians can't break Earth laws," Irma added.

Seth snorted, and in a second was a sleek dog not much smaller than the coyote. Will didn't know what breed he was, but the reddish fur was gorgeous. Even in the dim light it fairly glowed. Will let out a soft "oh!" of admiration.

"Hey, you two match!" Hay Lin squealed, rushing forward to stroke Seth's coat. Will opened her mouth to disagree, then closed it slowly.

She leaned forward and let her hair fall against Seth's fur. She saw at once: the color wasn't a shade off.

"You did that on purpose." She said, her tone something between irritation and delight.

_Yes._ He gave her an adorable puppy-dog-eyes look. The chocolate brown color was all too innocent. _But we do look the perfect pair._

Will knew what Matt would say to such a statement, but she did agree: Seth looked like he was bred to walk beside her.

"Yeah, I guess that's okay," Will tried to sound offhand and failed. She was still trying to work out what she was going to say to her mother.

"So we're finished?" Cornelia asked. Will paused while pulling her scarf tighter around her neck and nodded. "Good! I said I would meet Caleb at the rink twenty minutes ago!" She stomped up the stairs before anyone could answer.

"So that's why she was so impatient," Irma smirked, straightening her hat.

"You ready to go?" Will looked down at Seth expectantly. He stood up and nuzzled her leg. She noticed something missing.

"We're going to have to stop at Mr. Olson's to get you a collar and leash." She paused. "And food." Groaning, she dug in her pocket for some cash. How much did she need? She pulled her hand out and sighed with relief at the sight of the crumpled twenty. She could take the rest out of her next paycheck.

Frowning, she looked up. Everyone had already left, but Yan Lin was waiting for her by the door.

"Come on, Seth." Will crossed the room in three strides, her companion beside her, then paused, remembering her manners.

"Thank you so much!" She said as warmly as she could, giving Yan Lin a smile.

"You're more than welcome, Will." Yan Lin leaned down to give Seth a quick pat. "I'm only sorry it took so long."

"No no, that's fine. I've managed all right without a familiar so far." She nodded once more and took the steps two at a time.

_Your friends have already left,_ Seth said, responding to her sweeping looks at the restaurant. He tugged on her pant leg.

"All right, I'm going." She said, and walked out of the shop.

A thought struck her. Would Jeek have stolen the Heart so many months ago if Seth had been there to guard it? Then Matt would have never found out about the Guardians. Was that a good thing or a bad thing?

A mixture of fear and anger burned inside Will. She recognized it as Seth's emotions after a second.

She became aware of growls beside her. Seth was baring his teeth at a passing gaggle of shoppers, scaring them into dropping their bags.

"Shh, calm down." She hesitantly ran a hand down his back to smooth his rising hackles. "They don't mean any harm. Relax." Seth allowed himself to be soothed, but still gave a little growl whenever someone glanced her way. But that might have just been in her head.

"You're just not used to the city." She said confidently, hoping that was the only problem.

_I need to protect you, Will. Any one of these people could try to kidnap you at any time!_ He said with a vigilant growl.

"I doubt it." Will tried to laugh, but the sound came out choked. Seth was right – the leader of the Guardians was probably in more danger than any of the others. And she had the Heart! She could list ten people who would kill to have the Heart in their hands.

She found herself looking fearfully into every stranger's eyes, half-expecting to see Phobos's feral gleam or Nerissa's deranged stare. She jumped when a middle-aged man complemented her dog.

_Now who's paranoid?_ Seth said, sticking his nose in the air.

"Nobody." Will replied firmly, raising her gaze from the concrete just in time to see the small pet store.

Will walked into the warm musty-smelling room with a smile, Seth pressing so close to her knee that she nearly tripped over him. He stepped away with a look from her.

"Ah, Will, come to help?" A old apron-wearing man called from next to a cage of rabbits. They started shrieking once they noticed Seth's presence. The rest of the animals took up the cue, barking and mewing and squawking.

_Shush!_ Seth said loudly. Will felt his irritation and glanced down at him, about to ask him why he was shushing her, but then she realized the shop was silent.

"Thanks," She murmured out of the corner of her mouth. Seth gave a quick nod.

"Sorry, not today, Mr. Olson. I need to buy a few things." She gestured to the dog beside her.

Mr. Olson's eyes lit up. "What a gorgeous dog! Wherever did you get him?" He asked, scurrying over to inspect Seth more closely.

"Uh," She paused, frantically searching for a suitable story. "The neighbor's dog had puppies!" She said wildly.

"He's pretty big for a puppy, I'd say," He said, and Will stiffened. But when she met his eyes they held a kind gleam. "Your neighbor's been holding him for you, I presume?" He asked.

She nodded gratefully.

"So, you need a collar for this beautiful dog. I have just the thing!" He walked over to a display and came back with a strip of shiny black leather.

Seth snorted softly beside her.

"Uh, I don't think so." She glanced down at him questioningly.

_It needs to be something I can take off on my own. Loose._ He said quickly.

"D'you have something looser? His neck's very sensitive." She invented, nodding like she knew all about it.

"Mhmm, right here." He gestured to a rack of gleaming silver chains. Will picked the longest one and knelt down to shove it over Seth's head.

"Is this okay?" She muttered in his ear once it was on. It hung down past his throat and she could tell he could paw it off if he tried.

_I hate wearing these things. Uncomfortable and heavy,_ Seth grumbled. Will raised an eyebrow. _It's fine,_ he sighed.

"Would you like the matching leash?" Mr. Olson all but shoved it in Will's face when she straightened up.

"Sure." A soft cough from Seth had her adding, "Is it long?"

"The longest I have." He answered almost proudly.

"I'll take it."

Five minutes later Seth was loaded down with leash and collar and Will was struggling to carry a twenty-five pound sack of kibble.

"Thanks, Mr. Olson." Will said warmly. "I'll see you Monday?"

"Sure." He waved as they walked out of the store.

A shout from behind her had Seth whirling around, hackles rising. Will turned to see Matt running down the alley toward her, calling "Will, wait up!"

"Hey Matt." She said as he came up to her. He grinned and swooped down to land a kiss on her cheek.

Seth gave a loud bark, punctuated by a rolling growl. Waves of hostility went through Will's mind.

"Shh. It's okay, Matt isn't trying to kill me," She said quickly. Seth stopped immediately, but he did press himself closer to her.

"Whoa. You've got him trained pretty well." Matt raised his eyebrows. "When did you get a dog?" He asked, leaning down to scratch behind Seth's ears. Seth relaxed visibly under Matt's gentle fingers.

_Who is this boy?_ Seth asked, his voice almost lazy.

"He's my boyfriend." She told him. "So you should always trust him." She added, flashing a smile up at Matt.

But his returning grin was puzzled. "Will, why're you telling your dog about me?"

"Oh, long story. Turns out since I have the Heart I need some kind of familiar, who has to be a shapeshifter, and Yan Lin-" Will started, then sighed. "Can you walk with me? I'll tell you on the way." Matt nodded, and they started back up the sidewalk toward Will's apartment.

Seth chose to place himself between Will and her boyfriend, so she couldn't half-lean against him like she normally would. He couldn't wrap an arm around her waist, and sent more than one dirty look down at the dog. But Seth just strolled along complacently. As long as he was doing his duty to Will, nobody else mattered.

It didn't take long for Will to wrap up the story, and Matt was reeling by the end.

"So let me get this straight." Matt stopped, and Will turned to look at him.

"Hay Lin's grandma's friend in Spain found a shapeshifter and sent him over here so she could give him to you and you named him Seth then let him touch the Heart and you can feel him in your head." He paused to take a deep breath. "He turned into a tiger and scared Irma, Cornelia, and Taranee, but Hay Lin was happy, and he has to obey you then Taranee said he couldn't be a coyote so he turned into a dog instead and then Cornelia-" He looked at Will. "What happened with Cornelia?"

"Nothing, it's not important." She was grinning despite Matt's run-on version of events. His humorous outlook on this was proving that he was the perfect boyfriend she thought he was. She had to struggle not to just stare dumbly into his dark eyes.

"And then you went to my grandpa's store and bought a collar for him and then I came." Matt finished. He raised a hand to ruffle the back of his hair and gave her a proud grin. It was all Will could do not to throw herself on him and give him a long kiss. But that would probably give her bodyguard a heart attack, so she refrained.

"Uh huh." She managed.

Seth whined beside her. She turned reluctantly away from Matt to ask, "Feeling neglected, pup?" He raised a mental eyebrow but gave a small nod. She ran a hand through Seth's silky fur. He shivered beneath her and sent waves of pleasure through her mind.

"Better now?" She asked, glancing up at Matt, who was watching the exchange.

_It's your job to keep me happy,_ Seth said almost haughtily.

Will raised an eyebrow. "Really? That wasn't in the job description."

_I can't do a very good job of protecting you when you don't bother to give me love,_ His tail drooped and he looked up at her with his impossibly rich brown eyes.

She sighed. "Come on, my mom's probably worrying about me." She looked at Matt, but he was glancing back the way they came.

"Sorry, Will. I have to get back to the shop. Grandpa gave me five minutes and it's already been more." He gave her a half-grin and a peck on the lips, then ran down the sidewalk.

Will's grin fell into a small frown. It lifted when Seth nudged her hand with his wet nose. She gave a small laugh and started back on the trek to her apartment.

_That boy will be around a lot?_ Seth asked, as if trying to categorize him.

Will nodded firmly. Seth didn't reply.

They walked in silence until they reached Will's building.

"Here we go." She muttered to herself. Seth gave her a quizzical look.

"Oh, right." She looked down at him and scratched behind his ears. "I live here with my mom."

_It's just you and her?_ Seth said, trying to clarify. They walked into the elevator. Seth, to Will's surprise, didn't yelp when it began to rise.

"Well, Dad drops by sometimes, but you shouldn't see too much of him." They walked out of the elevator. Will was gripping the leash so hard her knuckles were turning white.

It took Will twice the normal time to unlock her door. She stopped, her hand just an inch away from the handle. "Okay, here goes," Will took a deep breath and swung it open.

The apartment was empty.

"That was anticlimactic." Will muttered, before calling "Mom?"

"Hey Will!" The oven said. The toaster admonished her for being late and the refrigerator asked if she wanted a snack. Will ignored them to look down at Seth.

_Nobody's here,_ he said, sitting down and scratching at his collar.

"How do you know?" Will asked, shutting the door and dropping the sack of food on the floor.

_I'd smell them,_ he answered.

"Oh, right." Will left Seth where he was and dragged the dog food into the kitchen. She crossed to dump her backpack on the couch. She figured it would put her mom in a good mood to see her doing homework, so she pulled out her history text.

She settled herself on the floor next to the coffee table before looking up to see that Seth hadn't moved from next to the door.

"Are you hungry, pup?" She asked, pulling out a pencil.

He shook his head. _The room smells... odd._ He wrinkled his nose and got up, shaking himself as if to get the odor off him.

An alarm went off in Will's head. "What do you mean?" she asked quickly.

Seth walked over to her and pointed with a paw at the leash trailing behind him. Will clipped it off and put it aside.

"Is it something bad?" She asked, running her fingers through his fur unconsciously.

He lay down with a soft thump, then shook his head. _It's gone now. Probably just something… passing by…_ Will felt a something like a mental frown in his space in her head.

"Um, let me know if you smell it again." Will said finally, going back to her homework.

Seth nodded and let his head drop down to his paws and his eyes close. "You tired already, puppy?" she asked playfully, stroking his ear with her thumb.

_Uh uh- mmm,_ came his mumbled response as he relaxed into her fingers. Will smiled and rubbed harder.

A sound somewhere between a purr and a growl came from Seth's throat. She paused, then moved her hands to scratch at his belly. He willingly flopped to his side to give her more access.

Will was so absorbed in massaging his fur that she didn't hear the front door open. But Seth did, and went stiff under her fingers.

_Someone-_ Seth started, but Will's mom cut him off.

"Will?" she called before her eyes settled on her daughter. "Will! What is that dog doing in here?" She dropped her briefcase and planted her hands on her hips.

"Uh, about that-" Will jumped up. Her hands were covered in little red hairs. She shot a glare down at Seth, who gave a sheepish grin.

"Whose dog is that?" Her mom demanded. Her finger was pointed accusingly at Seth, who was just standing up.

"Mine," she said a little too quickly. Her mom's eyes were shooting daggers.

"Mr. Olson didn't have room for him and when I stopped by there on my way home from school he just ran into my arms and Mr. Olson said that I could have him for free because he loved me so much and-" Will invented wildly before her mom interrupted.

"And you thought that would be okay with me." She said sarcastically.

"Mom, look at him!" She glanced down. Seth had taken the cue – he had made his eyes big and brown and unbelievably cute. "His fur matches my hair perfectly, and he's already trained! Look!" She told him to roll over. She hoped that would be enough for her mom.

Immediately Seth dropped to his belly and executed the trick perfectly, then stood up and let his tongue loll out - cute and cheerful.

It didn't work.

"I don't care if it can sing opera." She dropped her hands and took a different tone. "Will! Do you think we have room in this apartment for a dog?" She gestured around the room.

"Mom, we can make it work! I promise I'll do everything myself-" Will pleaded.

"You couldn't handle that mouse you dragged in a couple months ago, how can you possibly take care of a huge dog? This is exactly the sort of irresponsible thing-"

"Trust me mom. I can do this." Will interrupted, all but getting down on her knees.

Her mom took a deep breath and pressed a hand to her forehead. After a moment she looked up, face composed and serious.

"Will, if you get your grades up you can keep the dog. He will have to stay at the pet shop until you can do that."

"No, mom, you don't understand-" Will's voice choked in her throat. Anger rose inside her. "You're so unfair! You can't even give me a chance?" She screamed, running out of the house and slamming the door behind her.

She kept running until she reached the street, then stopped to lean against the building and catch her breath.

Her eyes burned and tears threatened to overflow. _I will not cry, I will not cry,_ she thought furiously. She took a long breath and waited until the red haze had faded away.

_I will live with you. _Will jumped and looked down – he was calmly sitting next to her.

"You followed me down here?" Will said before she could think.

_Did you honestly expect me to just let you go?_ He asked, then stood up.

An idea struck Will. She straightened up and started to walk, then willed herself to stop. She hadn't thought through what she was going to say to her mother, and that turned out badly. Slowly, she turned the idea over in her head, and saw nothing wrong.

Besides, of course, the guilt that would come of it.

Will pulled her cell out of her pocket and speed dialed Irma's number. It rang twice, then someone picked up and said "Hello?"

"Irma?" Will said. Irma started talking, but Will interrupted her. "Listen, I need you to come to my place asap!" She ignored Irma's stuttering reply and slapped the phone shut.

_How is Irma going to help?_ Seth said.

"She does this mind-control thing that I think – hope – will make my mom let me keep you." Will said.

_Doesn't matter what she says. I will stay with you,_ he repeated, nudging her hand until she gave in and resumed the interrupted massage.

"Will you always be this high-maintenance?" Will asked, feeling exasperated.

_Yes,_ He lifted his head and gave her another look from his oh so lovable eyes.

Will only had time to sigh and work out another knot in Seth's coat before Irma ran up. Her breathing was ragged and she clutched a stitch in her side.

"What is it? Has Nerissa escaped? Did Blunk-?" Will stood up and held up her hands to halt Irma's frantic questions.

"No, nothing like that!" Will said sheepishly, "I just need your help, um, persuading my mom to let me keep Seth."

"Then why did you make it sound so urgent?" Irma said, putting her hands on her knees and shaking hair out of her face. Will shrugged and mumbled an apology.

"Fine. Let's go," Irma said finally.

Five minutes later, the three of them walked out of Will's apartment. Irma was polishing an imaginary apple on her shirt and looked smug.

"Thanks," Will said, and gave her friend a hug. "Man, I owe you big. My mom wasn't going to let Seth stay for, I dunno, months!"

_Thank you, Irma._ The name sounded strange in Seth's voice.

Irma started and gave a little squeal. "I'm never going to get used to him in my head," she muttered.

"I just feel so guilty about controlling my mom like that," Will frowned and wound her fingers in the thick fur of the ruff around Seth's throat.

"Relax, I do it all the time." Irma said with a wave of her hand.

"That doesn't help. I did it just to get something I want – how selfish is that?" She ran her free hand through her hair.

_If you had been able to explain why I need to stay with you, she would have agreed. But you weren't able to, so we had to do this instead._ Seth's voice was even and calm. Will's guilt melted away.

She took a deep breath and smiled down at him. "You're right. I'm overreacting."

Irma was giving her an odd look. "Are you sure he belongs to you and not the other way around?"

"You have to agree he has a point. And yeah, I own him." She gave Irma a sharp look.

"Sorry, sorry. Just observing the, um, interaction between you guys. It's weird."

"I guess it's just a familiar thing." Will wrinkled her nose.

A phone rang. Seth broke into territorial growls at the sound. Will shushed him as Irma patted her pockets till she found the little pink phone.

"Hello? Oh, yeah, I know. Mom, relax! I'll be home in a few. Bye." The conversation was short and she started saying goodbye even as she flipped the phone shut.

"Will, I have to go. I promised I'd watch Chris while Mom goes shopping." She made a face.

"Makes me glad I'm an only child." Will said. Irma waved and jogged away.


	2. Chapter 2

This chapter isn't as long as the others will be and doesn't have much action, but it does introduce some characters and information that are important for the rest of the story. I hope it isn't too boring.

Chapters one and two focus mainly on Will and Seth. This story isn't about them; it's about the whole crew. Later the other characters will come into the spotlight, I promise.

For all your disclaimer needs, revisit chapter one!

**---**

**Chapter Two**

BEEP BEEP BEEP BEEP

"Uhmmm," Will groaned and felt around for the alarm clock. She pounded the off button viciously.

For a moment she just lay there, eyes closed and blanket half off the bed.

_Up,_ Seth's voice invading her head jolted her awake. Her eyes flew open and she sat bolt upright. The uncovered light bulbs above burned into her vision.

"Whysthlighon?" Her words slurred together.

_I'm tall enough on two legs to flip the light switch._ Seth sounded irritated. Will's eyes had become used to the light and looked down at him anxiously. His eyes were almost overly bright, his fur mussed.

"What's wrong with you, puppy?" She swung her legs to the floor and stood up, yawning.

_Nothing,_ He sat down and scratched at his collar. Will gave him a critical look. _I haven't spent this much time without shifting to human form in a while,_ he admitted.

Something he had said pricked at Will. "Didn't you just say you were on two legs to turn the light on?" She began rummaging in her dresser for a shirt.

_It's not hard to walk on my hind legs for a few steps._

"Didn't think of that." She abandoned the dresser and crossed to the closet. "So why don't you shift to your human form while I'm at school? Mom will be at work and you'll have the apartment to yourself."

_Not now,_ he said tersely. Something in his tone told her he wasn't going to explain further. _Besides, I'm going with you._

"Uh uh. No dogs allowed at Sheffield Institute."

He snorted. _I'll shift into something smaller. How did you like the rabbit yesterday?_

"Adorable. But you can't come to school with me." She said firmly.

_I need to be able to protect you!_ He said.

"Nope, sorry."

_How many times have you had to leave school to be a Guardian?_ he argued. _How many times have you needed to use the Heart on the way to or from school?_

She stopped and stared at him.

_Yan Lin told me about some of your "adventures,"_ he admitted after a moment.

"That does make sense." She said after thinking for a minute. "But no bunnies. You keep saying that you need to be in a form that can fight, but a rabbit is the exact opposite."

_Okay, what do you suggest?_ he asked, raising mental eyebrows.

"Um," she thought for a few moments and gave up. She threw up her arms and said, "I have no idea. You're the expert, you come up with something."

_The point really is for me to be with you,_ he paused, obviously thinking. _A fox? I do like canines._ Seth said finally.

"That's fine, as long as it's small."

_No problem._

Will had finally laid out her outfit for the day on her bed. She waited for Seth to turn his back so she could change.

He didn't move but to let his tongue hang out of his mouth in a mischievous grin. _I'm just a dog. Don't mind me._

Will decided she didn't care. She wouldn't complain if she had to strip in front of the Guardians or even Matt. He was part of the team now – a part of her personal team – so why should she treat him differently?

His gaze was almost critical as she shrugged off her loose PJ's. She gave him a glare before dressing quickly in cutoff jeans and a t-shirt. She hunted around for her shoes, but couldn't find them anywhere.

"Mom, have you seen my shoes?" She shouted out the door before moving into the bathroom.

She heard her mom say something, but couldn't hear over the water.

"What?" She called, and turned it off.

_She said you should keep track of where you put your things. And your mascara smells horrible_. Seth said. Will jumped and tripped over him – he was sitting not an inch from her heels.

"I've heard the lecture. Do you know where they are or not?" She regretted the words as soon as they were out of her mouth. Her mom got touchy with attitude.

Will endured the telling off her mom gave her while looking under the couch and behind doors for her shoes. She found them in the kitchen just as her mom wrapped up the lecture.

"Okay, sure, I'll work on it next time." Will hadn't heard a word she'd said, but it worked – her mom moved away and Will was left to scoop up her backpack.

A sudden thought occurred to her. If Seth was going to be with her all day, where would she tell her mom where he'd gone?

She relayed the worry to Seth, who shrugged helpfully.

"I'll have to tell the Guardians you're with me," she thought out loud, "and Caleb and Matt too-" She stopped as the obvious became apparent. She would just tell her mom that Seth was spending the day at Mr. Olson's store so he wouldn't be lonely all day.

"Hey Mom!" she said loudly, picking up Seth's leash from where she'd left it the day before and clipping it to the dog's collar. She ignored his quizzical looks. Her mom sighed, then walked over to her.

"Yes?" Her voice was stressed patience.

"I'm going to drop Seth at Mr. Olson's on my way to school. You know, so he won't have to spend all day here all alone."

Her mom took a moment to contemplate this, then replied in a measured tone. "That demonstrates logical thinking, Will. I'm proud of you."

Will felt a rising blush and ducked her head. She gave her mom a mumbled thanks and scooted out the door, breaking into a run when they reached the street. She was going to be late!

_Not the best idea,_ Seth said, not even panting at the pace she was setting. _But it'll work for now._

They ducked inside an empty alley. Seth shifted into a black fox as small (and unbearably cute) as the rabbit had been. Will had an incredible urge to hug the little ball of fur until he popped.

_Small enough?_ He asked.

"Yeah, great. Now hop in." Will held an inner pocket of her backpack open and closed it after he had climbed inside. She glanced around anxiously, but nobody was near. She picked up the backpack and carefully slid it onto her shoulders.

"You okay in there?" She asked anxiously.

_I'm panting and a pencil is poking my leg,_ he said.

"So you're fine."

The feeling he sent her was more or less a shrug.

Will met up with Cornelia and Caleb on the way to school. Cornelia had neglected to fill in her boyfriend the day before, so Will explained about Seth and how he tagging along to school.

Caleb, not surprisingly, thought a familiar was a good idea. "Now you'll have someone to keep you safe. I don't want to have to come running every time you get yourself into trouble."

Will snorted. When was the last time he had to rescue them? She distinctly remembered coming to _his_ rescue once or twice.

"You'll still come running, right?" Cornelia asked. She obviously tried to sound like she didn't care, but the anxious edge to her words gave her away.

"For you, always." Caleb said in his husky voice, swooping down to give her a long kiss. Will tried not to groan at the cheesy phrase and looked away.

"Uh, guys," She was almost glad to interrupt. "We're going to be late if we don't get our butts in gear."

When they didn't break apart, she strode on ahead. They would catch up later.

She paused just outside the school gates. "Are you ready?" She asked her backpack.

_For what – an eight hour nap?_ She could feel his grin.

"Obnoxious pup," she muttered. Then smiled, glad the nickname still applied.

Cornelia did end up being late. She burst through the door four minutes after the bell. Mr. Whatshisname gave her a sharp look above the book he was reading from, but no detention. Will mouthed "I told you so," but Cornelia ignored it.

Mongols and Huns and crazy Chinese emperors – who could keep it all straight? Will wondered, trying her best not to let her mind stray to the little fox nestled in the bag under her desk. She was dying to tell Matt, not to mention the other Guardians, but the girls were in algebra and Matt biology.

After ten minutes of furiously copying down everything that came out of the teacher's mouth, Will gave up. She lay down her pencil and slumped back in her chair. She told herself it didn't matter; she could always borrow Taranee's notes later.

Time passed faster now that Will wasn't anxious to catch every word. She picked up the pencil and held it over her paper, only so Mr. Whatshisname wouldn't swoop down on her now that she wasn't taking notes. In what seemed like minutes, the bell rang and Will was free to run from the classroom.

She had to knock over one person and bump into countless others to get to Matt's locker before he did, but she made it. Breathing heavily, she leaned against the cool metal to catch her breath.

_I would appreciate it if you didn't slam your bag against things or wave it around so wildly._ Seth said, voice sour.

"Oh, puppy, I'm so sorry!" She was about to say 'I forgot you were in there' but caught her tongue in time. "Won't happen again. Promise."

"Promise what?" A voice came from behind her.

"Matt! I'm glad I caught you. I brought Seth with me to school. I told my mom he was staying in your grandpa's shop for the day."

"You could have told me that at lunch." Matt said, rummaging through his locker.

"I know," she ducked her head, "but I haven't seen you since yesterday, so..." She stood on tiptoe to kiss his cheek.

"Then I'm glad you caught me too." He said, a smile widening on his lips.

"If you see Hay Lin or Irma, pass it along." Will said before waving goodbye so she could make it to her next class. The room was on the other side of the school, so she had to run. She didn't have to stop at her locker, as computer class didn't require a textbook. Even then, she didn't make it.

Professor Sylla looked up when she entered the room, but only to smile. "Glad you joined us, Miss Vandom. Please sit down. You're going to continue working on your presentations today." His tone was cheerful, and though Will listened carefully for any trace of reprimand for her lateness, she found none.

Professor Sylla was a new teacher; he had only come a week ago. He had taken instantly to the Guardians, showering their work with praise and giving no punishments if they forgot an assignment or were late, though he gave detentions if anyone else so much as raised his voice.

The Guardians (plus Matt and Caleb) had discussed his weird behavior a lot lately. It made them suspicious, but Will shook it off as paranoia from being hunted by Nerissa for so long. All teachers have favorites, don't they?

It just so happened that in this case both his favorites were Guardians.

Will told herself firmly that it was just a coincidence. She remembered how she had treated innocent Sarina and tried her best to keep all paranoid thoughts of Professor Sylla in the back of her mind.

Now, she fought with the uncooperative program she was using for her multimedia presentation. She had no idea how it worked, and its help system didn't help at all. Normally, she would have brought the computer to life and asked it to coach her through it, but Professor Sylla was always hovering near where Will and Taranee sat. Every few minutes, he dropped one of them a compliment, a reminder that they couldn't let their guard down.

_This guy is freaking me out!_ Will had been concentrating so intently on deciphering the error message her computer sent her that she jumped when Taranee's voice interrupted.

Professor Sylla noticed. He immediately swooped down on her. "Is something wrong, Miss Vandom?"

"Just scared myself."

Clearly disappointed, he walked away.

_Sorry about that,_ Taranee said. Will glanced to the side. The girl's eyes were fixed on the glowing screen, and Will snapped hers to the error message.

_Relax. He's just weird, nothing to worry about. We deal with weird all the time,_ Will reassured her.

_Did you notice he never pays attention to the rest of the class?_

_So what? Maybe he thinks we're hot._

Taranee shot her a disgusted look and the conversation ended.

The class would normally have been filled with happy chatter as the students asked questions or exclaimed over each other's ideas. But Professor Sylla's intolerance for talking kept the room silent.

But not boring. Computer class could never be boring. It did get a little wearing at times – Will struggled for more than fifteen minutes just to change a background color – but there was always the end of the period to look forward to, when three or four students would show off a part of their presentations that they were particularly proud of. It ended the class on a high note, and Will walked out of the room smiling.

Class after class flew by and Will didn't learn a thing. She was too worried about Seth to concentrate. He had been quiet all day, even when the conversation turned to him at lunch. She lost her patience in biology, her last class, and gave her backpack a little kick.

Nothing.

When finally the last bell of the day rang, she all but ran out of school. She stopped at the first semi-secluded spot she saw, and opened her bag.

Seth was still there, nestled in the inside pocket, eyes closed. Will scooped him out with one hand and the little amber eyes flew open. They glared at Will until she put him back.

"So... so you're okay?" She asked hesitantly.

_Of course I'm okay._ He said, a bit confused.

"You didn't talk at all. It worried me."

_I was sleeping. Did you want me to talk?_

"No, but..." She trailed off.

_Tomorrow I'll say something every hour or so._ He reassured her.

"You want to shift so you can walk?" She asked.

_Sure._ Will picked him up by the scruff of his neck and placed his little black body gently on the ground. She glanced around, but everybody was too busy chatting to glance in their direction. "Okay, go ahead."

After a second Will slipped the chain collar over the red furry head, grateful that she remembered to tuck his collar and leash into her backpack that morning.

"Come on, pup." She smiled and walked into the sunshine with a happily trotting Seth by her side.

Unaware that at the highest window of the school's clock tower, someone stood watching.

**---**

Thanks to all who have watched this story! Reviews are also much appreciated.


	3. Chapter 3

Here's where the action starts to pick up!

**---**

**Chapter Three**

"Will, would you make dinner tonight?" Her mother's voice was muffled through the closed door.

"Mom, I told you this morning - I'm going to see the new VMJ movie right after school!" Will shouted. "I'm just home to change clothes!"

"Oh, sorry. I remember now. You'll be home by seven?"

"Yeah, sure." Will was standing in her room, dressed in cargos and a bra, surveying a bed covered with shirts.

_The tank top? _Seth said, front feet on the edge of the bed._ No, not that one, the other one._

"Are you serious? It'd clash horribly." She lifted two shirts and held them up, one after another, peering at her reflection in the full-length mirror borrowed from her mom's room, then tossed both on the floor. She groaned.

"How are you going to help, anyway? You're color-blind." She snorted and grabbed a peasant top.

_Is the door locked?_

"Yeah. Why?" Will dropped the top and looked at him warily in the mirror.

_I'm going to shift to a form that can see color._

"Oh, that's fine. Go ahead."

Will waited a few seconds, then turned around and burst into laughter.

"A _baboon?_" she managed to say through her giggles.

_Yes. What's wrong with that?_ He said defensively, hopping onto a chair and from there to her desk.

Will managed to stop laughing, but her sides still shook. "N-nothing. Forget about it."

_Wow. I forgot there were so many colors._ Seth said, eyes flicking around the room. Will considered and rejected two other shirts before he spoke again.

_The pink one with the stars?_

In no time at all Will had chosen a shirt, Seth was a dog again, and both were out the door.

---

"Matt, come on. You agreed at lunch today, and besides, you hate VMJ!" Will pleaded with her boyfriend outside the movie theater.

"Yeah, but then Caleb offered to help me work on my fencing." Matt said, grimacing and bringing his hand to the back of his head.

"You promised." Will let her bottom lip hang out in a pout, a trick she had discovered about a week ago.

"I did, but-" His words trailed off.

"Why don't we just take Seth with us to Elyon's house?" Caleb spoke up. Matt glared at him.

"Great idea! Thanks, bye!" Will ran to join the girls in the theater with a quick wave.

Will and her familiar had grown more and more relaxed over the two weeks spent together. Seth wasn't obsessed with staying with her every moment of the day, and Will was as comfortable around him as any of the Guardians.

Matt hadn't come as far.

The two eyed each other warily until Caleb grabbed Seth's leash and started walking away. Matt followed, hands shoved deep into his pockets.

He brightened considerably when he saw Elyon's backyard.

"Where did you get all this stuff?" He exclaimed, rushing to a broadsword lying on a table. It was more heavy than he'd expected, and he nearly fell over picking it up. He ignored Seth's laughter as he struggled to keep it steady, holding the handle with both hands.

"I folded into Meridian and Elyon let me borrow some things from the castle armory," Caleb said, taking the sword from Matt with one hand and holding it aloft.

"Man. I'm too weak as Matt. Can't I do this as Shagon?" Matt looked up hopefully.

"Uh-uh. The mask ruins your peripheral vision. Besides, your wings will get in the way." Caleb grinned at Matt's sigh and handed him a wooden training sword.

Elyon no longer lived in her old Victorian house, but her "parents" still owned the property, even though they supposedly lived in Australia. They had hired a housekeeper to keep it from falling into disrepair, and assured Caleb that she only came on the weekends.

Seth pawed the collar from his neck, leaving the chains in a pile on the grass. While Caleb and Matt parried, he wandered over to a tree and lay down in the shade. After a few minutes, he grew bored and got up. He shook himself off, then shifted to a golden eagle and took off with an almost musical shriek.

The swordplay halted as both boys watched the magnificent bird wing up to the roof of the house.

"Wow," Caleb breathed softly.

Matt wasn't impressed. "He's just a shapeshifter. Not even human," he said tersely, not voicing his other thought: What does Will see in him?

Caleb looked at him sharply. "He's just as human as you and me." To prove his point, he tilted his head back and called to the eagle watching from above. "Seth, want to join us?"

"As what, a gorilla?" Matt snorted.

"All shifters have a human form." Caleb said. Matt's eyes widened in surprise. "You didn't know that?" Matt silently shook his head.

_I don't want to intrude on your training,_ came Seth's reply.

"You'd only be helping Matt! He needs more practice," Caleb said.

_I'm not in the mood to be human right now._

Caleb shrugged, but was obviously disappointed. Matt only felt glee. He had feared that Seth's swordplay was better than his own. His ego would survive intact.

But Caleb had other plans. "You don't have to be in human form. It will be good practice for Matt to fight with creatures other than humans." He called, ignoring Matt's alarmed protests.

They couldn't see Seth's grin as the eagle spread his wings, but the hard edge to his yellow eyes was very visible. Seth swooped down, then shifted to something much bigger before he even reached the ground.

Matt took a step back, wooden training sword limp in his hand and dragging on the ground, but Caleb just chuckled. "Nice," he said appreciatively, looking over the enormous golden cat standing before them.

_Thank you._ Seth stood taller, preening.

"Are you INSANE?" Matt shouted, gesturing uselessly with the wooden sword. "I can't fight a freaking tiger!"

"We fought shapeshifters all the time in Meridian for practice." Caleb said easily. "They can go easy on us and heal fast."

"But we're not in Meridian! We're on Earth! And on Earth we don't fight tigers!" Matt said, eyes hard as he glared at Seth.

"Not with that sword, anyway." Caleb took the wooden one from Matt's shaking hands and threw it aside. He walked to a table and came back with a gleaming rapier – razor sharp and quivering with excitement.

Matt's fears were drowned by exhilaration. "I can finally use a real sword?" he said, slashing the air with the lighter piece of metal.

"You're going to need it against a tiger." Caleb walked a fair distance away and sat down on the grass to watch.

"Hold on. I still haven't agreed to this." Matt looked into Seth's gold eyes and shuddered slightly.

_Relax._ Seth held up a paw. It was like a kitten's: soft and furry. _Retractable claws, remember?_

"You won't attack me with them?" Matt said suspiciously, his brows drawn together. The tiger shook his enormous head. "Or your teeth?" Another no.

"Well then." he said, relieved but still apprehensive.

Matt moved his feet carefully into a fighting stance – apart, one slightly in front of the other. He held the rapier carefully before him, the shield close to his chest.

There was no preparation for Seth except to crouch.

"On three," Caleb called. "One... two... three!"

Matt sprang into action, slicing the air furiously. Seth dodged every attack, moving gracefully, each movement fluid and rippling. A growl rumbled in his throat.

Matt stepped closer and slashed again, then made a stabbing move at Seth's flank.

The tiger leapt out of the way seconds before the sword fell.

"Stay... still..." Matt muttered through clenched teeth as he tried and failed again and again to land a blow on the ever-moving tiger. A drop of sweat dripped into his eye and he shook his head furiously to get it off, never once glancing away from the growling tiger before him.

In a move faster than either human could see, Seth lunged and caught the flat of the sword in his teeth. Matt yanked on it, but the tiger's iron jaws held. He tried for another minute to wrench the sword out of Seth's mouth, but nothing worked.

Finally, he unclenched his hand from the rapier's handle. Seth bent his head to let it fall from his mouth.

But while Seth's head was lowered, Matt raised the hard metal shield in both hands, and with a battle cry slammed the sharp edge into the tiger's shoulder.

Seth roared, a ferocious wild sound that made clouds of birds erupt from nearby trees. He ignored the blood pouring from the open wound and leapt. Matt gave a panicked yell as his vision went striped.

Caleb stood up and ran to the pair, heart beating adrenaline-fast, sure that he would find a bloody and very dead Matt lying on the ground. But instead, he saw a four hundred pound tiger standing calmly on the boy, front paws on his shoulders and back on his thighs.

"Uh, I think he beat you." Caleb said to Matt. He gathered his courage and ran a hand down the tiger's back. The great cat shivered in obvious pleasure.

"Can you just get the stupid thing off me?!" Matt yelled, face contorting in pain. If Seth was distributing his weight evenly – which he clearly wasn't because of his injured shoulder – Matt would have about one hundred pounds pressing into each limb.

Seth flashed his fangs at Matt, then shifted into his dog form and limped away. Matt glared at the waving tail before sitting up and rubbing his shoulder.

"Bad idea, man." Matt said, accepting a hand and letting Caleb pull him to his feet. He groaned and rotated his arm, wincing in pain.

"Whatever you feel is nothing compared to Seth," Caleb said sternly before walking away and kneeling beside the dog.

Anger and humiliation rolled off Matt in waves. Hatred etched into every line of his face as he watched Caleb tending to his girlfriend's familiar.

_No wonder I was the Angel of Malice._ The thought came unbidden, but Matt was immediately ashamed. What had Seth really done? It wasn't even his choice to be Will's familiar, and so far all he'd done was his job. He had convoluted himself into thinking of this practice fight as a battle over Will.

There was no battle, he realized suddenly. Will wanted him, he wanted her. It was that simple. Seth was just a friend. Who happened to live with her and see more of her than he did, he added.

He was just going to have to accept and adapt.

---

"Ohmygosh, that part when he kissed her while fighting off the aliens – totally epic." Hay Lin chattered as they exited the theater.

"I dunno, those aliens looked pretty fake." Taranee bit a nail. The other girls replied right away that of _course_ they looked fake, they spent all the budget on making VMJ look good and didn't have any for special effects, because the whole point of the movie was _him_.

The conversation paused as each girl pictured the star with a dreamy smile.

"The line in the poem about her long blonde hair – you could tell that was a reference to his love for me." Cornelia said, flipping said hair and striking a pose.

Irma snickered. "Don't say that around Caleb – he'll run off to challenge his competition to a duel."

"Forget the rest of the movie. The scene where Vee Em Jay" Irma pronounced each letter of his nickname as a separate word, "sang the song to her before going to battle. That was _the_ best part." She clutched her heart and pretended to swoon. The girls laughed and settled into fangirl conversation, quoting favorite lines every minute or two.

"I don't know where Matt and Seth are," Will said during a lull in the conversation, biting her lip.

"Relax, the movie just got out." Hay Lin said. "We've got plenty of time before we should worry."

"Exactly eleven minutes and forty-two seconds." Irma said under her breath, looking at her watch. Will stared at her in horror before pulling out her cell to check the time.

"C'mon, Will." Taranee said. "We'll stay with you until they get back, okay?"

Will nodded mutely, staring at the empty sidewalk.

Twenty minutes later, all of them were worried.

Irma was pacing. Taranee was figuring out exactly how long it took to walk from Elyon's to the theater. Hay Lin was playing with a pigeon feather. Cornelia was braiding her hair before someone reminded her that Caleb was with them, then she bit her nails and made threats to no one.

And Will just sat there, staring into space.

"Should we unite?" Hay Lin whispered.

Will simultaneously shrugged and shook her head, then breathed a heavy sigh and got to her feet. The other girls looked at her, waiting for a verdict.

"Let's go to Elyon's house."

---

They met the guys halfway there. Cornelia rushed into Caleb's arms, then pulled away and berated him for making her worry. Taranee, Hay Lin, and Irma began reassuring Will that there was never anything to be scared about and that they all overreacted.

While Will stared at the blood on Seth's fur.

She stood there stupidly for half a minute, not even noticing Matt's attempts to greet her, then gave a strangled cry and rushed to her familiar's side.

"Will!"

"What's wrong?"

"Everything's okay, what're you-?"

"The blood, why so much blood," she said brokenly, gently touching the matted fur on Seth's side.

Everyone stopped talking.

"Will, there's no blood there." Taranee said finally.

"It's right there, look, can't you see it?" Will said, gesturing at the dog who had yet to say anything.

"No," came the reply from all four girls. They glanced at each other, each wondering if Will had gone mad.

"I'll show you." Will said, before gazing into Seth's eyes. "Can you shift to a polar bear for me, pup?"

Instantly there was no room on the sidewalk; the immense bear took up a whole two squares.

But it was as clear as red paint on white canvas. The girls gasped, then wondered why the guys didn't. It wasn't long before they started accusing them. Seth, unnoticed, shifted back into his dog form. Only Will saw his wince.

Caleb halted the angry questions with a hand, then started speaking.

"It was my idea." This started another horde of questions, but he shook his head and continued. "I wanted Matt to get some practice fighting animals, so I asked Seth to fight him. Seth ended up getting hurt." He paused, gauging the girls' reactions. "I did let Matt use a real sword," he admitted. "He probably wasn't ready."

"Is- is Seth going to be-" Will paused to draw in a rattling breath. "okay?" She finished in a whisper.

Caleb smiled down at her, not at all condescending. "He'll be just fine. Shapeshifters heal fast, so the wound should be gone by morning."

Will's face broke into a relieved smile. Her knees suddenly felt weak; she put a hand on the side of a building to steady herself.

"Oh no!" Taranee's voice broke the happy silence. "I was supposed to be home ten minutes ago!" This made the others remember their curfews, and the group broke up quickly.

Nobody noticed Caleb walking beside Cornelia.

Finally only Will, Matt, and Seth stood on the sidewalk.

Her smile had since melted away, and anger burned hard in her eyes. "Matt, how could you?"

"I'm so sorry." He pleaded, taking her hands. "I was jealous and I lost control-" Confusion swept through Will.

"Why?" she interrupted. "What's there to be jealous of?" But a cold feeling settled in her chest. She had feared Seth would stand between Matt and herself. What would happen if Matt couldn't deal with him and left her? Her breath came in gasps.

"Nothing." He sighed and brushed a lock of hair from Will's face. She looked up and met his eyes. "I don't know why, but Seth being here made me, I dunno, angry, jealous. But it's over now." His dark eyes were impossible to resist, and Will pressed her lips to his in a surge of emotion. He kissed back twice as hard, clutching her to his chest.

They broke apart, both gasping for air. Will smiled sheepishly and mumbled something about the time. Matt smiled and ambled away.

Will remembered Seth and looked around. She spotted him a few yards from her, lying down and looking pointedly away.

"Are you really okay, puppy?" Will picked up his leash and tried not to wince when she saw him struggle to stand.

_Caleb wasn't lying, you know. This'll be gone in a few hours._ He looked down at the gaping wound and licked it half-heartedly.

"I'm already late," Will said, checking her watch for the fifth time. "I need to run to get home before dark. I'll carry you so you don't have to strain your leg." Seth nodded his agreement and in a second was the tiny rabbit.

Will scooped him up, then paused before placing him in her purse to kiss the top of his furry head. She sprinted towards home, chains jangling as they hung from her fist.

It didn't take long to get to Will's building, and even less time for Seth to shift. Will slid the collar over his head, being careful not to touch his shoulder.

In a lucky coincidence, Will's mother was asleep on the couch when they entered the apartment, the TV still blaring. Will silently turned it off (ignoring its greeting) and followed Seth to her room.

Will collapsed into her desk chair with a small groan. She remembered the reason for going out at all, and tried to picture VMJ's face. She failed.

The back of the chair was uncomfortable after sitting in the movie theater for so long, so she got up and lay spread-eagled on her bed. The mattress springs protested loudly.

_Your mom just woke up,_ Seth informed her, and just after the words entered her mind, the door opened. Her mother stood there, hands on hips and looking deadly.

"Will, what time did you get home?" She asked.

"Uh, six forty-five?" Will said weakly, sitting up.

"Wrong answer." With that, her mom left the room, ignoring her daughter's protests.

"You're grounded," she called back, before switching tones and announcing that dinner was ready.

Will didn't bother to argue with her mom's verdict. When her mom used that tone, she knew her case was hopeless.

She picked at her broccoli casserole, only managing to eat a few bites.

"What's wrong, hon? Not feeling well?" her mom asked, sounding concerned.

"Just ate too much popcorn." Will lied. The truth was she couldn't get her mind off that first sight of the blood on Seth's coat.

The meal was over quickly. Will helped her mom clear the dishes and retreated to her room. Seth was already there, licking his injured shoulder.

"Are you sure I shouldn't get some antiseptic or at least bandage it?" Will asked.

_Positive._ _But we might have to do something about the blood._ Seth's voice was almost wry.

"Oh, right." Will bit her lip. "I'll give you a bath," she offered. "It wouldn't take more than ten minutes." Seth shook his head.

_I'll take a shower,_ he said after a second, pawing off his collar.

"D'you want me to help-?"

_No. It's about time I shifted to human form anyway._

Will snapped her mouth shut, feeling excited. She realized that she had been unconsciously looking forward to seeing him as her own species. She couldn't really compare him to Matt or Caleb if all she saw of him was a dog or rabbit. Not that she _would_ compare them, she hastily corrected herself.

"Great. I'll tell my mom I'm taking a shower. Go in the bathroom now," she said. Seth nodded and limped out the door. Will waited a full minute before sticking her head around her door and saying "Mom, I'm gonna shower now, okay?" overly loud.

Susan nodded, intent on her magazine. Will walked into the bathroom and shut the door. Immediately she saw a pile of Meridian clothes on the floor. Seth's clothes.

Through the shower curtain, she saw a very human silhouette. It was plain that Seth was both taller and more muscular than Caleb. Will stopped, suddenly shy around her familiar. How old did Yan Lin say he was? Just a few years older than her, she remembered. Then why did his figure remind her of her dad?

_How do you work this thing?_ Seth asked. Will saw him struggle with the hot and cold water control. She told him how it worked, then realized she was whispering.

"Why aren't you talking normally?" Will asked once the water was on. She was sitting on the floor, staring at the opposite wall. Watching Seth shower felt like intruding somehow.

_What do you think your mom would do if she heard a male voice from your bathroom?_ He asked with an emotion somewhere between exasperation and amusement.

"Oh, right. She'd freak out." Will added unnecessarily.

After minutes that felt much longer than sixty seconds, the rhythmic sound of water hitting ceramic stopped. Will's ears rang, adjusting to the change.

She got up slowly, and took a towel from the rack. After a second of just standing there, she threw it over the curtain. She saw Seth catch it and begin to dry off.

"I'm going to run the blow dryer for a few minutes." She whispered. At Seth's puzzled feeling, she continued, "So mom won't be suspicious of my dry-" Her words died in her throat as Seth shoved the curtain aside. He wore the towel around his waist, but that couldn't hide the rest of him, which was more than plenty to look at.

Suddenly, "pup" seemed a very foolish nickname.

She had yet to see Matt with his shirt off, but she knew the sight would be nothing like this. Even if her boyfriend worked out for hours every day, he would never achieve what Seth already had.

After getting over the initial shock of his rather, ahem, muscular form, Will took in his other features. He had a square jaw and a face that was built to complement it. He was old enough that all the baby fat in his cheeks had been gone a long time. His eyes were a muddy mix of blue and green – it was disorienting when Will was used to the puppyish chocolate. The harsh fluorescent light gave his chestnut hair red and gold tones.

Seth, to her surprise, was even more self-conscious than Will. _Want me to shift back?_ he asked, crossing his arms over his chest. Will couldn't answer – the simple motion made his arm muscles ripple like nothing she'd seen before.

"You should wear this form more often," she managed after a minute. Seth raised an eyebrow.

"No, seriously. Caleb can get Earth clothes for you – it has to be more comfortable than being a dog all the time." It was Will's turn to cross her arms and raise her eyebrows. Cornelia wouldn't be near as proud of Caleb if she saw who Will's familiar was as a human.

_It's not horrible,_ Seth said with a shrug. Will saw him wince at the movement. She stepped closer to inspect his wound. She hadn't even noticed it before she looked for it – the lack of streaming blood made it look far less life threatening.

Before Will could say otherwise, he shifted back. The towel fell from the dog's rump, landing in a heap on the floor.

Will relaxed instantly. Next to Seth's human form, Will felt vastly inferior. Irma's question, "Are you sure he belongs to you and not the other way around?" suddenly had more merit. How could she hope to be master of someone who could kill her as easily as squashing a bug?


	4. Chapter 4

It's been a while. I warned you that updates would be few and far between, but I hadn't realized that they would be _this_ few and far between. Sorry for making you wait!

I have the next three chapters after this one mostly done, and after some final proofing they should be ready to post. I've done some serious outlining of the story's ups and downs, and I think you will like what I have planned.

Remember the T rating. If the rating changes, I will make sure to let you know in bold print.

For all your disclaimer needs, refer to chapter one!

**Chapter Four**

Will was just getting ready to snuggle into bed – at ten o'clock despite needing to get up early the next morning – when her cell phone rang. VMJ's most popular song played obnoxiously loud. Startled out of deep thoughts (okay, fantasies) about Seth's human form, she shrieked and grabbed for the phone. She missed, and it clattered to the floor, adding to the din. Seth, who had been curled at the foot of her bed, was already holding it up for her when she got up to retrieve it.

"Good boy," Will said absently as she checked the caller ID. It was Hay Lin, much to Will's surprise. It wasn't like her to call people late at night. Will's brain screamed _emergency!_ and she answered the call quickly.

"Hello? Hay Lin, what's up?" she said, trying to sound casual while frantically hoping it wasn't some Meridian crisis.

"Will?" Hay Lin's voice was thin and trembly, a sharp contrast to her usual enthusiastic happiness.

"Hay Lin, honey? What's wrong?" Will automatically switched into comfort mode, which she usually reserved for Cornelia's Caleb meltdowns and Taranee's exam panics.

There was a silence filled with only sniffles from the other end. "Eric just broke up with me," Hay Lin finally said, and Will could hear her burst into tears.

"Oh. Oh, Hay Lin," Will said, feeling immensely compassionate. She knew exactly how Hay Lin felt.

"Okay, hold on for a second. I will be right back." Will assured Hay Lin that she was not abandoning her, and scrambled out of her room to find her mom. She was sitting at the kitchen table, working on something that looked suspiciously like boring paperwork.

"Hey, mom, is it okay if I go out for a bit?" Will asked, knowing what the answer would be. "Hay Lin's boyfriend just dumped her."

Surprisingly, Will's mom was sympathetic. "You stay out as long as she needs," she said.

Will gave her a hug and ran back to her cell.

"Hay Lin, you still there?"

"Yeah," she said miserably.

"I'll be right there. Stay put," Will said, and then added, "Hon? It's going to be okay," in a softer tone.

Hay Lin assented, and Will hung up to change her clothes. She almost tripped over Seth, who had followed her out of her room.

_You're leaving_, Seth said. It wasn't a question.

"Sorry, pup, you can't come this time." Will said. This was a girl-only situation. Seth's presence would make it awkward. "You're in no shape to be going out. You need to heal," she said instead.

_But I need to protect… _Seth's protests fell on deaf ears. Will dressed in whatever she found on the floor, dragged a brush through her hair, and was heading out before Seth was through explaining why it would be dangerous for her to go out alone.

It wasn't that Will didn't agree with Seth – she did, wholeheartedly – but she knew Hay Lin wouldn't appreciate a male intruding on her misery.

Will's mom donated a two-liter bottle of soda and a quart of chocolate ice cream to her cause, and then Will was gone. Seth was left in the apartment.

On her way to Hay Lin's house, she called Cornelia, Irma, and Taranee. Each of them immediately agreed to meet at Hay Lin's house and bring lots of comfort food.

Will jogged up to Hay Lin's front door, dreading encountering a teary Hay Lin and hoping the ice cream hadn't started to melt. The door was unlocked, so she let herself in.

She heard Irma's voice from Hay Lin's bedroom, so she tiptoed into the room, goodies in hand, after grabbing some spoons and cups from the kitchen.

The door was open, and when Will opened the door she saw Irma and Hay Lin sitting cross-legged on her bed, along with a pizza box and a bag of chocolates.

"Hey," Will said, trying to smile as she walked into the room. Hay Lin looked better than she expected. Her eyes were red and swollen, but she wasn't quite the wreck Will had pictured.

"Oh, good, you brought soda!" Irma said in her usual boisterous voice, and poured the sugary beverage for all of them.

Within ten minutes all five of the girls were gathered in Hay Lin's room, bingeing on leftover red velvet cake, pizza, and an unending supply of chocolate. They offered the usual condolences.

"Eric was just a huge loser, Hay Lin, don't take it personally," Cornelia said around a mouthful of ice cream.

"No, no, Eric's a nice guy," Hay Lin said, "It's just me. There's something wrong with me that made him stop liking me." She visibly wilted.

Her friends rushed to comfort her. A self-esteem crisis was the last thing Hay Lin needed. But with all their effort, Hay Lin continued to say that it was her fault.

Will finally said to her, "Hay Lin, you're beautiful, you're fun and talented, and you're a powerful air guardian. How can you possibly feel bad about yourself?"

Cornelia and Taranee offered more praises and Irma said simply, "You're badass, Hay-Hay!"

But Hay Lin continued to shake her head and repeat the same self-deprecating things. At midnight, Hay Lin's mother came to tell them that maybe they should get some sleep. She offered to call them a cab, but they assured her that they could make it home okay.

The girls cleaned up quickly and repeated the same things to Hay Lin that they'd been saying all night. She continued to be miserable, and when they were leaving she had crawled beneath her covers and tears were flowing freely again.

It was pitch black outside, and it somehow looked way creepier than it had three hours earlier. The girls exchanged wary looks before going their separate ways.

Will walked at a fast pace, glancing furtively around her. Her mom had told her about all the things that could happen to a young woman alone in the city. She hadn't elaborated about nighttime threats, simply telling Will not to be alone at night under any circumstances.

…Which Will was doing right now.

Her heart thumped uncomfortably loud, and she fingered the Heart of Kandrakar through her shirt. Its weight was warm and reassuring.

A half-dozen times she started and nearly united when she heard sounds around her. They turned out to be cats and raccoons, and she laughed at herself for being so jumpy.

About halfway home, she became aware of footsteps behind her. She thought it was just a false alarm like all the others, and did her best to ignore them.

But they got louder and closer, and finally she looked over her shoulder. It was a tall man who looked years older than her. He wore a shirt far too large for him and pants that hung off his hips. He walked with a swagger that made Will's mind flood with panic.

When he saw her looking, he grinned wide.

Will walked faster, and then – propelled by her furiously pounding heart – broke into a run.

At least she tried to. The man had caught her by the arm and wrenched her around so she faced him. The tightness of his grip made her cry out.

"Hey Red," he said in a grating voice. His breath was rank with beer.

"Don't – don't –" Will stuttered, unable to string together the words to tell him to leave her alone.

"Aw, don't be like that, baby," he said, pulling her up against his chest with another yank on her arm.

Will's mind frantically tried to remember quintessence. Tiny sparks flew between her fingertips, but that was it. She couldn't defend herself.

Well and truly panicking now, Will thought back to the tae kwan do classes she had taken when she was six. Something about breathing… and proper stance? No miracle self-defense move came to her, and Will was ready to give up.

"Yeah, come on, let's have some fun, huh?" the man was saying, starting to undo his belt. If it were possible, Will panicked even more. She began hyperventilating.

"Stop that," the man said, then when she couldn't stop he hit her across the face. The force of it knocked Will to the ground. She saw stars. She took the opportunity to scoot herself away from him until her back met the brick of the building behind her.

Her face burned where his fingers had touched it. Unconsciously, Will's hand came up to touch her cheek. The small contact hurt.

She looked up at the man, whose pants were around his ankles. He didn't have anything on underneath them. He knelt beside her, slurring vague threats and promises of how good it will feel as he reached for the buttons on her jeans.

Suddenly, of some unknown force, Will's hands lifted toward the man and humongous bolts of lighting crackled out of them. Will felt the force of the attack through her whole body. Her attacker was thrown backward into the side of a dumpster, his head hitting its metal side with a bang that resounded through the alley.

Will sat there, stunned and unable to form a coherent thought. After long minutes she managed to get to her feet. All the junk food she had eaten rebelled in her stomach, and she turned just in time to throw up everything she had just eaten. It splattered sickly onto the brick wall and cement below.

She began to make her way home, pausing along the way to lean against buildings and force her breathing to a normal rate. When she finally arrived at her apartment door, she heard frantic scratching and whining on the other side. Her mind sluggishly tried to remember why those sounds made sense.

She unlocked and opened the door, only to be victim to an onslaught of licking from Seth.

_Are you okay? What the hell happened?_ Seth asked as he steered her into the house.

Will was unable to answer. Something registered in her mind that she must be in shock.

She made her way toward the bathroom and brushed her teeth furiously. She avoided looking in the mirror; the mark on her face might cause her to hyperventilate again.

Seth kept pestering her and trying to get her to tell him what had happened. She just shook her head.

All at once everything came crashing down again. The vague out-of-body sense was gone, and every vivid detail filled her mind. Sobs wracked her body and she sat down heavily on the bathroom floor.

Seth left her side for the first time since she arrived home. She heard him barking in her mother's room. After a minute her mom walked into the bathroom, awake and confused.

Will allowed herself to be comforted and put to bed by her mother.

"Will, honey. I don't know what happened, but you need to sleep now." Will's mom said as Will climbed into bed. "You can tell me in the morning, if you're ready."

"But school –" Will mumbled, already half asleep.

"You're not going to school tomorrow." Her mom said firmly.

And Will floated away to dreams that were not nearly as menacing as real life.

Hay Lin dreamed of dragons that undulated around her and then abruptly hissed at her and left. A butterfly that landed on her petals – somehow it made sense that she was a flower – and then abandoned her in favor of a better, prettier flower.

She woke in a better mood than the night before, but still way down on the happiness scale than usual. Hay Lin dressed in her only gray t-shirt and forwent her short skirts for long, restricting jeans.

She trudged into the bathroom, dreading seeing her puffy eyes. They looked fine, however, and she put on as much makeup as she usually did (none) and fixed her hair before picking up her bag and trudging out the door. Normally she sat at the kitchen table with the rest of her family to enjoy breakfast, but today she didn't want to see people.

For the first time in her life, Hay Lin wanted to be alone.

She didn't allow herself to think about Eric. "It would only make me cry again," she said out loud, making a passerby stare. She didn't care about what he thought, but not for the usual reason. Today, caring just felt like too much effort.

Maybe I should think about school instead, she told herself. School and school-y things, like tests and teachers. And I'll get to see my friends!

Hay Lin almost smiled at the thought of her friends. They would make her feel better.

Even if she didn't deserve them. They did so much for her, just because she had to be stupid and cause Eric –

No, he's taboo.

Let's think of positive things, Hay Lin thought. Like butterflies!

But that made her think about her dream, and a raincloud slowly formed over her head.

Every thought led back to how she didn't deserve Eric, how it was her fault – not his, never his – that he had broken up with her. She just wasn't good enough.

Her thoughts went in miserable circles all the way to first period. She had always been good at geography, so she was in the sophomore class instead of the freshman one. Will was in this class with her; Will would cheer her up.

But when Hay Lin turned the corner and went into her geography classroom, Will wasn't in her seat. Hay Lin's heart fell. She hadn't realized how much she had been looking forward to seeing her friend.

Will never showed up, even though Hay Lin held out through the hour that she would arrive. Perhaps she was just late, Hay Lin thought, but not without worry.

The day passed slowly and all of Hay Lin's thoughts were colored with either worry or self-blame. She had kept Will out too long last night, Eric broke up with her because Hay Lin wasn't funny enough, wasn't pretty enough, wasn't good enough…

Just before lunch, Hay Lin grabbed Taranee and Irma when she saw them walking toward her in the hallway. "Have you seen Will today?" she asked, trying to make her voice sound less strained.

They exchanged glances, and told her that no, they had not.

"But Matt will know why she's not here," Irma said confidently as they stood in the lunch line. "Will would have texted him or something."

They rendezvoused with the rest of the group at their usual table in the cafeteria. Immediately they could tell by Matt's face that he didn't know the reason for Will's absence either.

"Does anyone know what's up with Will?" Matt asked the table. Everyone shook their heads, glancing at each other to see if anyone else knew.

Hay Lin completely wilted. Now Will wasn't here, because… well, Hay Lin couldn't think of any reason why she wouldn't be. It was probably her fault. Because of her stupid problems, Will was home sick, or exhausted because she was kept out all night…

"How are you?" Cornelia was asking Hay Lin. Startled, Hay Lin began to say that she was feeling a little better, but Matt interrupted her.

"I texted her three times already and she hasn't replied!" Matt said. He punctuated his outburst by banging the table with his fist. Hay Lin shrank. Cornelia didn't really care about how she felt.

And why should she? Hay Lin wondered. Will's disappearance was a far more pressing problem. Hay Lin's little breakup withdrawal was her own fault. They shouldn't care.

Hay Lin didn't touch her sandwich, but nobody noticed. She expected them to nag her and all but force food down her throat – but they didn't.

Through the rest of lunch, Hay Lin's thoughts and the group's guesswork about Will went in circles, descending Matt and the girls deeper into worry.

After lunch, Hay Lin had a study hall. She wasn't looking forward to the free time. Learning kept her mind busy and away from Eric.

She sat in the back of the room in a seat that had never been claimed. Usually she sat in the front, and was as vivacious and enthusiastic as she always was, but today the corner enclosed by bookshelves matched her gloomy mood.

The period was rowdy, full of drama and laughter. Hay Lin, contrary to her partying nature, tried to concentrate on math homework.

"Hey, your name's Hay Lin, right?" A girl sitting next to her leaned closer to Hay Lin and smiled.

She has a cute smile, Hay Lin thought. She smiled back hesitantly. "Yup, that's me," she said.

"That's such a nice name! I was stuck with Sidney," she wrinkled her nose. Hay Lin could tell she didn't really mind about her name.

"My parents came from Taiwan," Hay Lin explained. "I was named after my great-grandma."

"Wait, hold on. Your parents run that great Chinese restaurant around the corner, right?" Sidney said. She scooted her desk closer.

"The Silver Dragon? Yeah, I help out there sometimes."

"Are you serious? I love the General Tso's chicken! Do you know how to make it?"

Hay Lin somehow didn't want to disappoint her. She didn't want Sidney's smile to go away. "No, I only wait tables," she admitted.

"That's still cool," Sidney said, her enthusiasm not dampened.

"But I could get you the recipe," Hay Lin said in a rush. She wanted Sidney to be happy. "My grandma's the chef of the restaurant."

"Nah, I would never use it. I haven't got the time," Sidney laughed. "But it's nice of you to offer."

Her face was one Hay Lin would love to sketch. Her skin was sun-kissed and warm. She had a retroussé nose and lips that didn't need artificial color. Her hair was a shocking blue, and full of curls and personality. Hay Lin wondered why she didn't notice the bold color before. On Sidney, it didn't look outrageous. She made the color work.

Hay Lin liked her eyes. They were the prettiest sea smoke color.

All of the sudden, Hay Lin felt immense nostalgia. Eric's eyes weren't that pretty. For some reason, this made tears come to her eyes. Eric's eyes were pretty, but not _this_ pretty. She buried her head in her arms.

She had ruined the conversation. Now Sidney wouldn't talk with her anymore. This made the tears turn into a positive flood.

"Hey now, what's wrong?" Hay Lin felt a hand on her back. Sidney wasn't ignoring her. Her hand felt nice.

"Nothing," Hay Lin tried to say, but it came out choked.

"Don't lie to me," Sidney said. Her voice was gentle. Hay Lin wanted to trust her. No one else cared about how she was doing – they had better things to worry about – and now a total stranger was trying to comfort her. Warmth rushed through Hay Lin.

Hay Lin raised her head from the desk. "My boyfriend dumped me," she said, wiping her eyes with the back of her hand.

Sidney folded Hay Lin into a hug. She didn't try to attack Eric or offer empty condolences. Somehow the simple contact was better than the chocolate and excuses her friends had offered.

The hug lasted a while, but it wasn't awkward. When Sidney began to pull away, Hay Lin found that she didn't want her to. They separated, and Hay Lin smiled. It was a true smile.

Author note: I like this chapter. Writing Hay Lin is fun. Because I feel like being mean, here's a preview of chapter five:

…_Until a knock sounded on her door. They all looked up, and Taranee began to stand. "No, Seth can get it," Will said. Seth was already trotting toward the door. When he reached the door, he paused, sniffing loudly. Then his hackles rose and he snarled more terribly than Will had ever heard before._

Happy New Year!


	5. Chapter 5

Another update, and so soon! This is an action chapter – powers will be used and people will be in danger, oh no! This is my idea of a Meridian villain that would actually be a potential threat. Enjoy!

For all your disclaimer needs, visit chapter one!

**Chapter Five**

After convincing her mom that she could go to work and leave Will alone, Will spent the day in bed. She emerged briefly from her room around noon to eat a halfhearted bowl of cereal. Seth dogged her heels, a constant anxious presence. Will tried reading a book, watching TV, browsing the internet. She ghosted through the house, barely there.

"I think I want to go to school tomorrow," Will said to herself. She was lying spread-eagled on her bed, tired of sleeping but not knowing what else to do with herself.

_Physically, you're fine._ Seth licked her hand encouragingly. _You should go for it._

"But what about my face?" Will touched her eye gingerly. The skin had purpled overnight and Will knew the bruise wouldn't recede for at least a week.

_I'm just glad nothing worse happened to you,_ Seth said for the umpteenth time, his hackles raising at the mere thought of a threat to Will.

"You're changing the subject again," Will mumbled. She looked the shapeshifter over. His wound was completely healed, despite its horrific appearance the night before. "Too bad I don't heal as fast as you."

_I will never leave your side again,_ Seth announced.

"You know you'll need to…" Will replied, her mind drifting away from the conversation.

She knew her friends would be banging on her door the moment school let out. She expected it from them. But what would they say when she told them that some human guy attacked her… and she, the leader of the Guardians, couldn't fight back?

Would they lose their confidence in her? Maybe the Council would take the Heart away, choose someone who could defend herself….

Realistically, she knew her what-ifs were ridiculous. But that didn't stop her mind from journeying to the pessimistic side of her brain; the side that reveled in worst case scenarios and caused Will's self-confidence to plunge.

Right at three-fifteen – Will had been watching the clock with mounting apprehension – there was a pounding on her door. Will, still wearing the holey sweatpants and t-shirt she had slept in, gestured for Seth to get the door. The bright red shepherd dog unlocked and opened the door with ease.

Cornelia, Irma, Taranee, and Matt burst through the door. They stopped short when they saw Will sitting cross-legged on the couch, or rather when they saw the enormous bruise on Will's face. Will could see the shock on their faces.

Matt approached her first. He sat beside her and wordlessly gave her a hug. Will melted in his strong arms.

The girls surrounded Will, sitting on the couch, floor, and coffee table in their effort to be as close as possible to their friend.

"What happened?" Taranee asked quietly. Cornelia held back angry curses and waited for an explanation. The blonde was ready to storm off and maim whoever had done this.

Instead of explaining herself, Will frowned and counted her visitors again. "Where's Hay Lin?"

The girls exchanged glances. "We all saw her at lunch today, but she never showed after school," Cornelia said. "We tried calling her, but she didn't answer her phone. We didn't want to wait, so we just came over here without her."

"I'm sure she'll be here soon," Irma said. "Maybe she ran into Eric or something."

Will nodded, the worst-case scenarios playing themselves out again. She pushed away negative thoughts about what was keeping Hay Lin and addressed her friends.

"Well, on my way home from Hay Lin's last night…" Will explained in as few words as possible what had happened. She knew trying to keep something like this from her friends was not the right thing to do (adding to the fact that it was impossible with Taranee's telepathy).

Her friends' identical expressions of horror were not encouraging. Will found herself inexplicably opening her mouth again. "It wasn't like he knew what he was doing, he was drunk and probably doesn't even remember –"

"Will, stop it." Taranee said. "Rationalizing is part of the healing process, but don't even try it with that sicko." Her face showed uncharacteristic disgust.

"I will hunt him down and make him wish he had never even _seen_ you," Cornelia said, her fists shaking as she seethed with anger. Irma agreed with Cornelia for once, adding her own venomous threats.

"I don't even know what he looks like!" Will said, her voice coming out a pitiable whine. Matt tightened the arm he had wrapped around her. Will liked feeling close to him. She felt safe.

"It doesn't matter. We'll find him," Irma said, eyes sparking with fury.

It was too much for Will. She had expected their support, but not vengeance! She had thought she used up all her tears the previous night, but her eyes managed to grow hot again.

"Could we just drop it?" Will whispered, burying her face in Matt's shoulder. "I don't want to think about it anymore."

Cornelia abruptly stopped detailing her revenge plans and her eyes softened. She, Irma, and Taranee gave Will a huge hug, and Will was surrounded by people who cared about her. Immediately she felt better.

…Until a knock sounded on her door. They all looked up, and Taranee began to stand.

"No, Seth can get it," Will said. Seth was already trotting toward the door. When he reached the door, he paused, sniffing loudly. Then his hackles rose and he snarled more terribly than Will had ever heard before.

The girls disentangled themselves from their hug, and stood abruptly, ranging out across the room, ready for anything. Matt followed suit, wishing belatedly that he had some kind of weapon with him.

"What is it, pup?" Will asked quietly.

_I don't know, but it smells terrible!_ Seth growled.

Will instantly relaxed, and even laughed. "It's okay, guys. It's only Blunk." Everyone sat back down, laughing at their paranoia. "Go ahead and let him in, Seth."

Seth shrugged off his mistrust and pawed the door open. It was indeed Blunk. The ugly little green creature stood in the doorway looking quite frightened. "Girls?" He peeked around Seth's massive furry form. "Why does you have dog?"

"It's no big deal, Blunk. Seth is Will's familiar, that's all." Cornelia said, holding her nose in her usual dramatic style.

"Come on in," Irma said. "What's the news from medieval times?" Recently, she didn't seem to care as much about Blunk's smell. Will chalked it up to too much experience with the Passling.

Seth let Blunk enter the room, despite his misgivings with the smelly creature.

"Girls! You has to come quick! There are bad things at princess's castle!" Blunk was usually the bearer of bad news, so the girls weren't surprised that he came with a summons.

Everyone looked to Will. She knew this probably wasn't a big deal, since most of the really bad creatures had left Meridian after Nerissa's defeat, but she couldn't sit it out, not with Hay Lin absent.

"Guardians unite!" Will cried, holding out the Heart. The fireworks ensued.

When the flashes died away and four brightly garbed Guardians stood in the living room (along with Shagon, who transformed sans spectacle), Will noticed that something unusual had happened to Seth. He had changed into an enormous tiger, two or three times the size of an Earth tiger. He must have been sixteen feet long and filled most of the space in the room.

"Whoa, puppy! What happened?" Will said, reaching up to scratch the fur on his ruff. The other girls let out similar expressions of surprise and confusion.

_When you unite, obviously I'm going to need to be in a form more suitable for fighting,_ Seth said, preening. _I get larger when you transform._

"Right, cool." Will said, shaking her head as she learned yet another of the horribly complex rules about familiars. Taranee relayed the new information to the Guardians as Will filled Matt in. She worried for a second that he might be jealous of this new development in Seth's power, but Matt took it in stride. He agreed that Seth would be more help this way.

"Okay, Blunk. We're ready to go," Will said, her hand resting on the enormous tiger. For a moment, she pictured her mother's face if she were to walk in at that moment. The thought made her smile.

Blunk slashed the air with his Tooth, creating a dazzling fold.

"Wait a second!" Irma said, punching away on her cell phone. "I'm sending Hay Lin a text."

"Oh, let her miss this one. She has enough on her plate already." Taranee said, and Irma shrugged and tucked her phone away.

Everyone filed through the fold, Seth somehow managing to fit through the tiny space.

They entered into the great grassy plains that surrounded Elyon's castle. They were surprised with the lack of a gory battle. Everything looked at peace.

"Caleb said to bring you to the castle." Blunk said, tugging on Cornelia's skirt.

"Did Caleb tell you anything _else_? What's the problem here?" Cornelia said a little rudely, yanking her skirt out of Blunk's hand.

"Just to bring Guardians to castle. Hurry, girls!" He galloped ahead on hands and feet. Will looked at Matt and shrugged. He and the girls flew toward the white castle in the distance. Seth loped below, easily able to match their pace.

When they reached the castle, all seemed normal. The guards let them enter the front entrance with smiles, and even tipped their helmets at the realm's saviors. They didn't seem to know about anything wrong in the castle.

Elyon greeted them in the grand hallway. "Hey guys, what's up?" She looked the same as usual; even her braids were nice and neat.

"I don't know," Will said, giving Blunk a hard look. The Passling shrugged helplessly.

"As long as you're here, could you help with something?" Elyon asked, motioning them through a doorway. The girls followed, but Matt's wings and Seth's sheer size didn't allow them to enter, so they waited outside.

The room they entered was huge. It had lofty ceilings and walls covered with weapons and armor of all kinds. Tables displaying gilded crossbows and huge maces littered the room. It looked like a kind of museum.

"We've been trying to mount these swords way up there," Elyon pointed toward a blank spot on one wall near the ceiling. "but nobody can reach!"

"Slow day, huh?" Irma said, snickering.

Elyon grinned. "Yeah, not even the usual land disputes to occupy my time. I've been reduced to interior decorating!" She didn't seem too unhappy about the situation.

Cornelia picked up one of the swords from the table nearest them and flew toward the empty space. "Where do you want it?" she called down.

Before Will could even register what was going on, Elyon had grabbed a bow, fitted an arrow, and fired it at Cornelia. Will reacted without thinking. She wrenched the bow out of Elyon's hands and Irma pinned the queen's hands behind her. Taranee fell into a battle stance beside them, one hand filled with fire and aimed at Elyon.

"You okay, Corny?" Will yelled.

"The arrow missed! I'm fine!" Cornelia replied, sounding shaken. She landed next to Will a second later.

A mischievous smirk appeared on Elyon's face. A second later, Will knew why. Elyon shouted, "Guards! I'm being attacked!"

At least a dozen guards stormed into the room. They saw exactly what they wanted to see. Within moments all of the Guardians were being held back by at least three different guards. Will could hear Seth's furious growls outside the room.

"Elyon, what's going on? Why did you fire at me?" Cornelia shouted. Irma and Will echoed her. Taranee tried to convince the guards holding her that she wasn't a threat. They ignored her, to nobody's surprise.

"I don't know why! They just came in and started attacking me!" Elyon said, feigning convincing tears. Matt transformed into his human form and poked his head into the room. He looked astonished at the scene in front of him.

The guards were hauling the Guardians away when Caleb burst into the room. "Let the Guardians go!" he said. "That's what you should be putting in the dungeon!" He pointed at Elyon.

The guards did release the Guardians. The girls shook out their wings in a huff. "What are you talking about, boy?" one of the older guards said, looking ready to wage war against Caleb.

"I'll show you," Caleb said, and before anyone could react he plunged his sword into Elyon's chest. Cornelia screamed.

Elyon began writhing and shouting curses. Before everyone's amazed eyes, she slowly melted away. In her place was a shapeless purple shadow. It looked like it was made of Silly Putty and undulated in time to a rhythm nobody heard.

"Caleb, what is going on." Will said carefully, keeping her eyes trained on the purple thing.

"That," Caleb said, "is a shapeshifter. I've been chasing them all morning!"

"A shapeshifter like Seth?" Will whispered in horror.

"No. This breed feeds on chaos. It mimics the form of whatever it needs to cause chaos." Caleb explained. He wasn't attacking the shapeshifter.

"How do we kill it?" Cornelia said, her voice hard and angry. The shapeshifter was already starting to change its form into Elyon's.

"Fire. It's invulnerable to everything else." The moment the words were out of Caleb's mouth, Taranee unleashed a stream of flames from her hands. The flames engulfed the shapeshifter, and it vanished in the smoke.

"That was easy," Irma remarked. "Can we go home now?"

"There are more in the castle. I've been running into them all day and nobody believed me. That's why I called you." Caleb looked at Will for the first time. "Hey, what happened to your—?"

"I don't want to talk about it," Will said quickly.

"Okay," Caleb said, looking curiously at Will's eye. "We need to scour the castle and get rid of all the doppelgangers."

"We should split up!" Irma said excitedly. "I claim Taranee!"

Will surprisingly realized that she was excited as well. This was the Guardians' first real battle since Nerissa. She hadn't realized how much she missed feeling tall and strong. She loved feeling the quintessence flowing through her. The raw power was invigorating.

"No, we need to stick together," Matt said, having been filled in. "Both teams can't have Taranee."

"Oh yeah," Irma said, still grinning.

"What are we waiting for?" Cornelia said, already walking out the door, "Let's go!"

It was awkward, moving through the labyrinthine halls and passages of the castle in one big herd. Will was used to zipping through the castle with her Guardians at lightning speed, and this was far too slow for her liking.

She hung back with Seth and Matt. An idea occurred to her. "Hey Seth?"

_Yes? _

"Could you turn into a dragon or something that can breathe fire?"

_Of course not. I can only shift into Earth animals._

"Well, why not?" Will said, frustrated.

_I'm not a Meridian creature, Will._ Seth said, shaking his massive striped head. _My species of shapeshifter lives on Earth._

"Oh!" Will had always assumed that all magical creatures were from Meridian or one of the other supernatural worlds, never from boring old Earth. "I guess that makes sense."

She could feel Seth's amusement at her ignorance. It wasn't cruel; he just hadn't realized how little she knew.

"Hey, there's an Elyon!" Irma said, running up ahead.

"How do we know if it's the real one?" Cornelia asked. "_Don't_ stab her until we know!" she told Caleb sternly.

"Ask her something only the real Elyon would know." Taranee said, already poised to blast her.

"Okay," Cornelia said, her brows knitting together as she tried to think of a question.

"Hey guys," Elyon said, sounding like a perfect copy of the Elyon they had already met. "What's up?"

"What is your favorite stuffed animal?" Cornelia said, her tone accusatory.

"Um, I dunno." The Elyon said, grinning at the group. "I've spent so much time here in Meridian that I forgot about my life on Earth!"

"She's not real," Cornelia hissed.

Taranee hesitated. "Are you absolutely sure?" she asked.

"Yes."

Taranee blasted the clone and it vanished in a puff of black smoke.

"One down," Irma said, sounding disappointed. Will could relate. Taranee was the only one who was doing any fighting here.

The group trooped slowly around the castle. With each Elyon they encountered, Cornelia asked her question – sometimes she asked Elyon's favorite color, or what was on the cake for her tenth birthday party – and then Taranee blasted the shapeshifter into oblivion.

This particular Elyon was different. When Cornelia asked, "What did you always used to carry around in second grade?" Elyon correctly answered, "My lucky rock. Why?"

Cornelia let out a delighted cry and rushed to hug Elyon, who was very confused.

"What's going on? Why are all you here?" She hugged each of them in turn as Taranee explained the situation.

"Oh, well if that's it," Elyon said, relieved that it wasn't something more serious. "Your job should be easier now." She laughed and joined the group.

Matt caught Will's arm and they stopped, letting the rest of the group go ahead. They could handle the shapeshifters without them.

"What's wrong?" Will asked, looking into Matt's eyes.

"Why does there always have to be something wrong?" Matt said. "Can't I just want to spend time with my girlfriend?"

"Sure." Will smiled and led them to a carved wooden bench against the wall. They sat cozily close. Seth curled up next to their seat and dropped his massive furry head on his paws.

"Especially since she's just gone through some pretty hard times," Matt reminded her in a whisper. His eyes reflected the same concern Will had seen in the Guardians' eyes.

"I really don't want to talk about it," Will said, turning her face away from Matt's. She was afraid she would break down again. It was best to pretend it had never happened.

"Okay," Matt let it go without argument. "But you know you will have to talk about it eventually –"

"Just not now." Will said, attempting to smile at her boyfriend.

"When we go back to Earth, can I take you out to dinner?" Matt asked, showing the same trepidation he had when he had first asked her out months ago.

"Of course." Will smiled for real now. "How about Italian?"

"As you wish," Matt delivered the cheesy line with aplomb.

They cuddled together on the bench, making romantic small talk, until all the Elyon shapeshifters were all destroyed and everyone came back to the hall where they sat.

"Will! There you are!" Irma said, looking bored. "We found twenty-two shapeshifters and got rid of them all. What have you two been doing?" She asked, waggling her eyebrows.

"No, nothing like that," Will rushed to say. "Just talking a bit." Truthfully, they had been making out, but Irma didn't need to know that.

"Can we go back to Earth now?" Irma whined, plopping herself down on the bench beside them.

"Sure," Will stood and told everyone they were going back to Earth. Cornelia wanted to stay and catch up with Elyon. She assured Will that Blunk could fold her back when she wanted to return to Earth.

Will held up the Heart, and a shining portal appeared. Through it she could see the basement of the Silver Dragon. Matt stepped through first, followed by Will and Seth. The portal dissolved after Irma and Taranee went through.

* * *

Cornelia talked for hours with Elyon, and they ended up in Elyon's enormous bedroom, trying out outrageous hairstyles on each other and laughing at the results.

"Guess what?" Cornelia said as Elyon teased her friend's voluminous golden hair.

"What?" Elyon said, concentrating deeply on detangling Cornelia's earrings from the emerging bouffant.

"Caleb and I finally did it!" Cornelia said, her voice squeaking at the end.

Elyon dropped all the long hair in shock. "What?" she gasped.

"Yup. It was two nights ago. After we went to see the VMJ movie, Caleb came back to my house. My parents were at Lillian's dumb piano recital, so we had the whole place to ourselves." Cornelia filled in her best friend with every detail, not noticing Elyon's discomfort.

"Hey, I, um, learned a new spell." Elyon said desperately. "Want to see it?"

Cornelia saw through the attempt, and frowned at her friend. "What's wrong? Don't you have someone?"

"No," Elyon admitted, hanging her head. She was the queen of an entire realm and she couldn't even net herself a boyfriend! How pathetic was she?

"Oh, Elyon," Cornelia said, lying back on the bed with Elyon. "It'll happen soon, I promise. You could hold a ball or something."

"Like that would work," Elyon said miserably.

"No, it's a good idea!" Cornelia said, sitting up excitedly. "You should throw a big party and invite all the eligible bachelors of the land!" She giggled. "I sound like Cinderella, right?"

"I don't think—"

"It's so romantic, though! You'd have all the hot Meridian guys right here, at your fingertips. You could cherry-pick your favorite!"

Cornelia's enthusiasm was contagious. Elyon's mood began to lift. After all, Meridian hadn't had a festival since Phobos's fall. It was about time for a party!

"It could be a masquerade," Elyon said, framing her eyes with her fingers to suggest a mask. "Why stop there? It could be a costume party!"

"That's a little middle school," Cornelia pointed out.

"You're right," Elyon instantly agreed with her friend. Cornelia knew what she was talking about. She was in a successful relationship, after all.

"We need to start designing your gown right away!" Cornelia said, then paused. "And what will _I_ wear?"

"One of my maids knows the best dressmaker in Meridian," Elyon said. "I could have gowns made for all of us!"

"All of us?"

"The Guardians and me, of course."

"Oh yeah," Cornelia had momentarily forgotten about the other Guardians. Spending time with Elyon felt exactly like their sleepovers back on Earth. For a while, it was just her and her best friend.

Cornelia glanced out the window to see darkness. The sun had already set! She leapt off the bed. "I'm sorry, Elyon, I have to go! My mom's going to be freaking out!" She gave her friend a hasty hug as Elyon called for Blunk.

Once Cornelia had folded back to Earth, Elyon sat on her bed thinking pleasant thoughts about what jewelry she would wear, and what food she would serve, and how to decorate the grand hall…


End file.
